8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2004

NOVAVAX, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 0-26770
(Commission
File No.) 22-2816046
(I.R.S. Employer
Identification No.)

508 Lapp Road, Malvern, Pennsylvania
(Address of principal executive offices) 19355
(Zip code)

(484) 913-1200
Registrant’s telephone number, including area code

8320 Guilford Road, Columbia, Maryland, 21076
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

NOVAVAX, INC.
ITEMS TO BE INCLUDED IN THIS REPORT

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

     (c)    On October 28, 2004, Susan Bayh was appointed to the Novavax, Inc. Board of Directors. Ms. Bayh will serve on Novavax’s Compensation Committee and Nominating and Corporate Governance Committee. In connection with such appointment, the size of the Board of Directors was increased to nine directors.

     A copy of the press release relating to Ms. Bayh’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

     (c)     Exhibits.

     99.1   Press Release dated October 28, 2004.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NOVAVAX, INC.
Date: November 4, 2004	By:	/s/ Dennis W. Genge Dennis W. Genge, Vice President and Chief Financial Officer/Treasurer

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EX-99.1

Exhibit 99.1

Company Contacts:	Nelson M. Sims
	President & CEO
	Dennis Genge
	Chief Financial Officer
	Novavax, Inc.
	484-913-1200
Financial Communications Contact:	Alison Ziegler
	Financial Relations Board
	212-445-8432

NOVAVAX APPOINTS SUSAN B. BAYH TO BOARD OF DIRECTORS

MALVERN, PA, OCTOBER 28, 2004 — NOVAVAX, INC. (NASDAQ: NVAX) today announced the appointment of Susan B. Bayh to the Company’s Board of Directors. Bayh, 44, is a new addition to the Board and brings the number of independent directors to six and the total director count to nine.

Since 1994, Bayh has held the position of Distinguished Visiting Professor in the College of Business Administration at Butler University. From 1994-2000 she also served as a Commissioner with the U.S. Department of State’s International Commission between the United States and Canada. Earlier Bayh served as an attorney in the Pharmaceutical Division of Eli Lilly and Company (1989-94) and as a litigation attorney at Barnes & Thornburg, an Indianapolis, Indiana based law firm (1984-85).

Bayh currently serves on the boards of Curis Inc., Dendreon, Inc., Anthem, Inc., Emmis Communications and Dyax, Inc.

“We are delighted that Susan has agreed to join our Board. Her knowledge of business law, biotechnology and healthcare as well as federal regulatory processes will be of tremendous benefit to Novavax as the Company continues to grow and expand its product offerings,” said Nelson M. Sims, President and CEO. “We also look forward to benefiting from her insights and support.”

Bayh holds a Bachelor of Arts from the University of California at Berkeley and a Juris Doctor from the University of Southern California Law Center.

About Novavax
Novavax, Inc. is a specialty biopharmaceutical company engaged in the research, development and commercialization of proprietary products focused on drug delivery and vaccine development. Novavax sells, markets, and distributes a line of women’s health prescription pharmaceuticals through its specialty sales force calling on obstetricians and gynecologists throughout the United States. Products include ESTRASORB®, its topical emulsion for estrogen therapy, Nestabs®, NovaNatal® and NovaStart®, a line of prescription prenatal vitamins, Gynodiol® (estradiol tablets, USP), an oral form of estrogen therapy, AVC™ Cream (sulfanilamide vaginal cream) for vaginal infections and Analpram HC®, a prescription corticosteroid and antipruritic product for hemorrhoids. Novavax’s micellar nanoparticle technology involves the use of patented oil and water emulsions that it believes can be used as vehicles for the topical delivery of a wide variety of drugs and other therapeutic products, including hormones. In addition to ESTRASORB®, Novavax has several product candidates utilizing this technology in human clinical trials or in pre-clinical development, including ANDROSORB™, a topical testosterone emulsion that has completed two Phase I clinical trials. Novavax has other drug delivery technologies, such as its Novasome® and Sterisome® technologies, that are being utilized to develop other products. Novasomes are used as adjuvants to enhance

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NOVAVAX APPOINTS SUSAN B. BAYH TO BOARD OF DIRECTORS
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vaccine effectiveness and Sterisomes are used for the delivery of long acting drugs in subcutaneous injections. In addition, Novavax conducts research and development on preventative and therapeutic vaccines and proteins for a variety of infectious diseases, including smallpox, HIV, SARS, papilloma, influenza, and E-selectin tolerogen for the prevention of stroke.

Statements made in this press release that state Novavax’s or management’s intentions, hopes, beliefs, expectations, or predictions of the future are forward-looking statements. Forward-looking statements include but are not limited to statements regarding product sales, future product development and related clinical trials and statements regarding future research and development. Novavax’s actual results could differ materially from those projected in such forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, among other things, the following: general economic and business conditions; competition; unexpected changes in technologies and technological advances; ability to commercialize and manufacture products; results of clinical studies; research and development activities; changes in, or failure to comply with, governmental regulations; and the ability to obtain adequate financing in the future. Additional information is contained in Novavax’s annual report on Form 10K for the year ended December 31, 2003, and Form 10Q for the quarters ended March 31, 2004 and June 30, 2004 incorporated herein by reference. Statements made herein should be read in conjunction with Novavax’s Forms 10K and 10Q. Copies of the filing may be obtained by contacting Novavax at 8320 Guilford Road, Columbia, MD 21046 Tel 301-854-3900 or the SEC at www.sec.gov.

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